As filed with the Securities and Exchange Commission on June 28, 2000
1933 Act File No. 02-90946
1940 Act File No. 811-4015
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [ ]
POST-EFFECTIVE AMENDMENT NO. 62 [x]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 65 [x]
EATON VANCE MUTUAL FUNDS TRUST
------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(617) 482-8260
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(REGISTRANT'S TELEPHONE NUMBER)
ALAN R. DYNNER
THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
It is proposed that this filing will become effective pursuant to Rule 485
(check appropriate box):
[x] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2)
If appropriate, check the following box:
[ ] this post effective amendment designates a new effective date for a
previously filed post-effective amendment.
Capital Appreciation Portfolio has also executed this Registration Statement.
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<PAGE>
Registrant incorporates by reference the Prospectus and Statement of
Additional Information for the Eaton Vance Tax-Managed Young Shareholder Fund as
previously filed electronically with the SEC (Accession No.
0000950156-00-000264).
<PAGE>
EATON VANCE TAX-MANAGED YOUNG SHAREHOLDER FUND
Supplement to Prospectus
Dated May 12, 2000
1. The minimum amount for additional investments set forth under "Purchasing
Shares" is now $5.
2. The following paragraph is added after "Contingent Deferred Sales Charge"
under "Sales Charges":
Class B Conversion Feature. After eight years, your Class B shares will
automatically convert to Class A shares. Class B shares acquired through
the reinvestment of distributions will convert in proportion to shares not
so acquired.
3. The following replaces the "Distribution and Service Fees" section under
"Sales Charges":
Distribution and Service Fees. Class B and Class C shares have in effect
plans under Rule 12b-1 that allows the Fund to pay distribution fees for
the sale and distribution of shares (so-called "12b-1 fees"). Class B and
Class C shares pay distribution fees of 0.75% of average daily net assets
annually. Because these fees are paid from Fund assets on an ongoing basis,
they will increase your cost over time and may cost you more than paying
other types of sales charges. All Classes pay service fees for personal
and/or account services equal to 0.25% of average daily net assets
annually. After the sale of shares, the principal underwriter receives
service fees for one year and thereafter investment dealers receive them
based on the value of shares sold by such dealers. Distribution and service
fees are subject to the limitations contained in the sales charge rule of
the National Association of Securities Dealers, Inc.
Dated: June 19, 2000 TMYSPS
<PAGE>
EATON VANCE TAX-MANAGED YOUNG SHAREHOLDER FUND
Supplement to Statement of Additional Information
Dated May 12, 2000
1. The following paragraph is added to "Sales Charges":
CONVERSION FEATURE. Class B shares held for eight years (the "holding
period") will automatically convert to Class A shares. For purposes of this
conversion, all distributions paid on Class B shares which the shareholder
elects to reinvest in Class B shares will be considered to be held in a
separate sub-account. Upon the conversion of Class B shares not acquired
through the reinvestment of distributions, a pro rata portion of the Class
B shares held in the sub-account will also convert to Class A shares. This
portion will be determined by the ratio that the Class B shares being
converted bear to the total of Class B shares (excluding shares acquired
through reinvestment) in the account. This conversion feature is subject to
the continuing availability of a ruling from the Internal Revenue Service
or an opinion of counsel that the conversion is not taxable for federal
income tax purposes.
2. The following replaces the second, third and fourth paragraphs in the
"Distribution and Service Plans" section under "Sales Charges":
The Trust also has in effect compensation-type Distribution Plans (the
"Class B and Class C Plans") pursuant to Rule 12b-1 under the 1940 Act for
the Fund's Class B and Class C shares that permit compensation to be made
to the principal underwriter to the maximum extent permitted by the NASD
sales charge rule. The Class B and Class C Plans are designed to permit an
investor to purchase shares through an investment dealer without incurring
an initial sales charge and at the same time permit the principal
underwriter to compensate investment dealers in connection therewith. Each
Class pays the principal underwriter a fee, accrued daily and paid monthly,
at an annual rate not exceeding .75% of its average daily net assets to
finance the distribution of its shares. Such fees compensate the principal
underwriter for sales commissions paid by it to investment dealers on the
sale of shares for interest expenses.
3. The following is added to "Performance":
Investors may be provided with information concerning Fund volatility
or risk, including but not limited to beta, standard deviation and Sharpe
ratio. Beta is a measure of risk which shows Fund volatility relative to a
market index. A fund with a beta of 1 would perform exactly like the market
index; a beta of 2 would mean its performance was twice as volatile as the
index, positive or negative. Standard deviation is a measure of a
security's volatility, or variability, in expected return. Sharpe ratio is
a measure of risk-adjusted performance. The higher the Sharpe ratio the
better a fund's historical risk-adjusted return. Information concerning
Fund distribution payments (or the payment record of issuers in which the
Fund may invest) may also be provided to investors.
4. The attached financial statements are added:
<PAGE>
FINANCIAL STATEMENTS
Capital Appreciation Portfolio
Statement of Assets and Liabilities
February 28, 2000
ASSETS:
Cash...............................................................$100,010
--------
Total assets............................................$100,010
LIABILITIES:
Net assets........................................................$100,010
--------
NOTES:
(1) Capital Appreciation Portfolio (the "Portfolio") was organized as a New York
Trust on February 28, 2000 and has been inactive since that date, except for
matters relating to its organization and registration as an investment company
under the Investment Company Act of 1940 and the sale of interests therein at
the purchase price of $100,000 to Eaton Vance Management and the sale of an
interest therein at the purchase price of $10 to Boston Management & Research
(the "Initial Interests").
(2) At 4:00 PM, New York City time, on each business day of the Portfolio, the
value of an investor's interest in the Portfolio is equal to the product of (1)
the aggregate net asset value of the Portfolio multiplied by (ii) the percentage
representing the investor's share of the aggregate interest in the Portfolio
effective for that day.
INDEPENDENT AUDITORS' REPORT
To the Trustees and Investors of
Capital Appreciation Portfolio:
We have audited the accompanying statement of assets and liabilities of
Capital Appreciation Portfolio (a New York Trust) as of February 28, 2000. This
financial statement is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents fairly,
in all material respects, the financial position of Capital Appreciation
Portfolio as of February 28, 2000, in conformity with generally accepted account
principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 29, 2000
Dated: June 28, 2000 TMYSSAIS
2
<PAGE>
PART C - OTHER INFORMATION
ITEM 23. EXHIBITS
(a)(1) Amended and Restated Declaration of Trust of Eaton Vance Mutual
Funds Trust dated August 17, 1993, filed as Exhibit (1)(a) to
Post-Effective Amendment No. 23 filed July 14, 1995 and incorporated
herein by reference.
(2) Amendment dated July 10, 1995 to the Declaration of Trust filed as
Exhibit (1)(b) to Post-Effective Amendment No. 23 filed July 14,
1995 and incorporated herein by reference.
(3) Amendment dated June 23, 1997 to the Declaration of Trust filed as
Exhibit (1)(c) to Post-Effective Amendment No. 38 filed October 30,
1997 and incorporated herein by reference.
(4) Amendment and Restatement of Establishment and Designation of Series
of Shares dated June 19, 2000 filed as Exhibit (a)(4) to
Post-Effective Amendment No. 61 filed June 23, 2000 and incorporated
herein by reference.
(b)(1) By-Laws as amended November 3, 1986 filed as Exhibit (2)(a) to
Post-Effective Amendment No. 23 filed July 14, 1995 and incorporated
herein by reference.
(2) Amendment to By-Laws of Eaton Vance Mutual Funds Trust dated
December 13, 1993 filed as Exhibit (2)(b) to Post-Effective
Amendment No. 23 filed July 14, 1995 and incorporated herein by
reference.
(c) Reference is made to Item 23(a) and 23(b) above.
(d)(1) Investment Advisory Agreement with Eaton Vance Management for Eaton
Vance Tax Free Reserves dated August 15, 1995 filed as Exhibit
(5)(b) to Post-Effective Amendment No. 25 filed August 17, 1995 and
incorporated herein by reference.
(2) Investment Advisory Agreement with Eaton Vance Management for Eaton
Vance Tax-Managed Emerging Growth Fund dated September 16, 1997
filed as Exhibit (5)(c) to Post-Effective Amendment No. 37 filed
October 17, 1997 and incorporated herein by reference.
(3) Investment Advisory Agreement with Eaton Vance Management for Eaton
Vance Municipal Bond Fund dated October 17, 1997 filed as Exhibit
(5)(d) to Post-Effective Amendment No. 37 filed October 17, 1997 and
incorporated herein by reference.
(4) Investment Advisory Agreement with Eaton Vance Management for Eaton
Vance Tax-Managed International Growth Fund dated March 4, 1998
filed as Exhibit (5)(e) to Post-Effective Amendment No. 42 filed
March 30, 1998 and incorporated herein by reference.
(5) Investment Advisory Agreement with Eaton Vance Management for Eaton
Vance Tax-Managed Value Fund dated August 16, 1999 filed as Exhibit
(d)(5) to Post-Effective Amendment No. 54 filed August 26, 1999 and
incorporated herein by reference.
(e)(1) Distribution Agreement between Eaton Vance Mutual Funds Trust, on
behalf of Eaton Vance Cash Management Fund, and Eaton Vance
Distributors, Inc. effective November 1, 1996 filed as Exhibit
(6)(a)(4) to Post-Effective Amendment No. 34 filed April 21, 1997
and incorporated herein by reference.
C-1
<PAGE>
(2) Distribution Agreement between Eaton Vance Mutual Funds Trust, on
behalf of Eaton Vance Money Market Fund, and Eaton Vance
Distributors, Inc. effective November 1, 1996 filed as Exhibit
(6)(a)(6) to Post-Effective Amendment No. 34 filed April 21, 1997
and incorporated herein by reference.
(3) Distribution Agreement between Eaton Vance Mutual Funds Trust, on
behalf of Eaton Vance Tax Free Reserves, and Eaton Vance
Distributors, Inc. effective November 1, 1996 filed as Exhibit
(6)(a)(7) to Post-Effective Amendment No. 34 filed April 21, 1997
and incorporated herein by reference.
(4) Distribution Agreement between Eaton Vance Mutual Funds Trust (on
behalf of certain of its series), and Eaton Vance Distributors, Inc.
effective June 23, 1997 with attached Schedules (A, A-1 and A-2)
filed as Exhibit (6)(a)(8) to Post-Effective Amendment No. 38 filed
October 30, 1997 and incorporated herein by reference.
(i) Amendment to Distribution Agreement dated October 17, 1997 filed as
Exhibit (6)(a)(9) to Post-Effective Amendment No. 38 filed October
30, 1997 and incorporated herein by reference.
(ii) Schedules A-3, A-4 and A-5 to Distribution Agreement filed as
Exhibit (e)(4)(ii) to Post-Effective Amendment No. 54 filed August
26, 1999 and incorporated herein by reference.
(iii) Schedule A-6 to Distribution Agreement effective May 1, 2000 filed
as Exhibit (e)(4)(iii) to Post-Effective Amendment No. 59 filed May
1, 2000 and incorporated herein by reference.
(iv) Schedule A-7 to Distribution Agreement effective June 19, 2000 filed
as Exhibit (e)(4)(iv) to Post-Effective Amendment No. 61 filed June
23, 2000 and incorporated herein by reference.
(5) Selling Group Agreement between Eaton Vance Distributors, Inc. and
Authorized Dealers filed as Exhibit (6)(b) to the Post-Effective
Amendment No. 61 filed December 28, 1995 to the Registration
Statement of Eaton Vance Growth Trust (File Nos. 2-22019, 811-1241)
and incorporated herein by reference.
(f) The Securities and Exchange Commission has granted the Registrant an
exemptive order that permits the Registrant to enter into deferred
compensation arrangements with its independent Trustees. See in the
Matter of Capital Exchange Fund, Inc., Release No. IC-20671
(November 1, 1994).
(g)(1) Custodian Agreement with Investors Bank & Trust Company dated
October 15, 1992 filed as Exhibit (8) to Post-Effective Amendment
No. 23 filed July 14, 1995 and incorporated herein by reference.
(2) Amendment to Custodian Agreement with Investors Bank & Trust Company
dated October 23, 1995 filed as Exhibit (8)(b) to Post-Effective
Amendment No. 27 filed February 27, 1996 and incorporated herein by
reference.
(3) Amendment to Master Custodian Agreement with Investors Bank & Trust
Company dated December 21, 1998 filed as Exhibit (g)(3) to the
Registration Statement of Eaton Vance Municipals Trust (File Nos.
33-572, 811-4409 (Accession No. 0000950156-99-000050) filed January
25, 1999 and incorporated herein by reference.
C-2
<PAGE>
(h)(1)(a) Amended Administrative Services Agreement between Eaton Vance Mutual
Funds Trust (on behalf of certain of its series) and Eaton Vance
Management dated July 31, 1995 with attached schedules (including
Amended Schedule A dated May 7, 1996) filed as Exhibit (9)(a) to
Post-Effective Amendment No. 24 filed August 16, 1995 and
incorporated herein by reference.
(b) Amendment to Schedule A dated June 23, 1997 to the Amended
Administrative Services Agreement dated July 31, 1995 filed as
Exhibit (9)(a)(1) to Post-Effective Amendment No. 38 filed October
30, 1997 and incorporated herein by reference.
(2)(a) Administrative Services Agreement between Eaton Vance Mutual Funds
Trust (on behalf of certain of its series) and Eaton Vance
Management dated August 16, 1999 with attached Schedule A dated
August 16, 1999 filed as Exhibit (h)(2) to Post-Effective Amendment
No. 54 filed August 26, 1999 and incorporated herein by reference.
(b) Schedule A-1 to Administrative Services Agreement effective May 1,
2000 filed as Exhibit (h)(2)(b) to Post-Effective Amendment No. 59
filed May 1, 2000 and incorporated herein by reference.
(c) Schedule A-2 to Administrative Services Agreement effective June 19,
2000 filed as Exhibit (h)(2)(c) to Post-Effective Amendment No. 61
filed June 23, 2000 and incorporated herein by reference.
(3) Transfer Agency Agreement dated January 1, 1998 filed as Exhibit
(k)(b) to the Registration Statement on Form N-2 of Eaton Vance
Advisers Senior Floating-Rate Fund (File Nos. 333-46853, 811-08671)
(Accession No. 0000950156-98-000172) filed February 25, 1998 and
incorporated herein by reference.
(i)(1) Opinion of Internal Counsel dated June 23, 2000 filed as Exhibit
(i)(1) to Post-Effective Amendment No. 61 filed June 23, 2000 and
incorporated herein by reference.
(2) Consent of Internal Counsel dated June 28, 2000 filed herewith.
(j) Consent of Independent Auditors for Capital Appreciation Portfolio
filed herewith.
(k) Not applicable
(l) Not applicable
(m)(1)(a) Distribution Plan for Eaton Vance Money Market Fund pursuant to Rule
12b-1 under the Investment Company Act of 1940 dated June 19, 1995
filed as Exhibit (15)(h) to Post-Effective Amendment No. 25 filed
August 17, 1995 and incorporated herein by reference.
(b) Amendment to Distribution Plan for Eaton Vance Mutual Funds Trust on
behalf of Eaton Vance Money Market Fund adopted June 24, 1996 filed
as Exhibit (15)(h)(1) to Post-Effective Amendment No. 34 filed April
21, 1997 and incorporated herein by reference.
(2)(a) Eaton Vance Mutual Funds Trust Class A Service Plan adopted June 23,
1997 with attached Schedules (A, A-1 and A-2) filed as Exhibit
(15)(i) to Post-Effective Amendment No. 38 filed October 30, 1997
and incorporated herein by reference.
(b) Schedules A-3, A-4 and A-5 to Class A Service Plan filed as Exhibit
(m)(3)(b) to Post-Effective Amendment No. 54 filed August 26, 1999
and incorporated herein by reference.
C-3
<PAGE>
(c) Schedule A-6 to Class A Service Plan effective May 1, 2000 filed as
Exhibit (m)(3)(c) to Post-Effective Amendment No. 59 filed May 1,
2000 and incorporated herein by reference.
(d) Schedule A-7 to Class A Service Plan effective June 19, 2000 filed
as Exhibit (m)(3)(d) to Post-Effective Amendment No. 61 filed June
23, 2000 and incorporated herein by reference.
(e) Eaton Vance Mutual Funds Trust Class S Service Plan adopted February
22, 1999 filed as Exhibit (m)(3)(c) to Post-Effective Amendment No.
53 filed July 28, 1999 and incorporated herein by reference.
(3)(a) Eaton Vance Mutual Funds Trust Class B Distribution Plan adopted
June 23, 1997 with attached Schedules (A, A-1 and A-2) filed as
Exhibit (15)(j) to Post-Effective Amendment No. 38 filed October 30,
1997 and incorporated herein by reference.
(b) Schedules A-3, A-4 and A-5 to Class B Distribution Plan filed as
Exhibit (m)(4)(b) to Post-Effective Amendment No. 54 filed August
26, 1999 and incorporated herein by reference.
(c) Schedule A-6 to Class B Distribution Plan effective May 1, 2000
filed as Exhibit (m)(4)(c) to Post-Effective Amendment No. 59 filed
May 1, 2000 and incorporated herein by reference.
(d) Schedule A-7 to Class B Distribution Plan effective June 19, 2000
filed as Exhibit (m)(4)(d) to Post-Effective Amendment No. 61 filed
June 23, 2000 and incorporated herein by reference.
(4)(a) Eaton Vance Mutual Funds Trust Class C Distribution Plan adopted
June 23, 1997 with attached Schedules (A and A-1) filed as Exhibit
(15)(k) to Post-Effective Amendment No. 38 filed October 30, 1997
and incorporated herein by reference.
(b) Schedules A-2, A-3, A-4 and A-5 to Class C Distribution Plan filed
as Exhibit (m)(5)(b) to Post-Effective Amendment No. 54 filed August
26, 1999 and incorporated herein by reference.
(c) Schedule A-6 to Class C Distribution Plan effective May 1, 2000
filed as Exhibit No. (m)(5)(c) to Post-Effective Amendment No. 59
filed May 1, 2000 and incorporated herein by reference.
(d) Schedule A-7 to Class C Distribution Plan effective June 19, 2000
filed as Exhibit (m)(5)(d) to Post-Effective Amendment No. 61 filed
June 23, 2000 and incorporated herein by reference.
(n) Not applicable
(o)(1) Amended and Restated Multiple Class Plan for Eaton Vance Funds dated
June 19, 2000 filed as Exhibit (o)(1) to Post-Effective Amendment
No. 61 filed June 23, 2000 and incorporated herein by reference.
(p) Code of Ethics adopted by the Eaton Vance Group of Funds effective
May 1, 1981, as amended February 21, 1995 filed as Exhibit (r) to
the Registration Statement on Form N-2 of EV Classic Senior
Floating-Rate Fund (File Nos. 333-32262, 811-07945) (Accession No.
0000950156-00-000169) filed March 13, 2000 and incorporated herein
by reference.
(q)(1)(a) Power of Attorney for Eaton Vance Mutual Funds Trust dated June 23,
1997 filed as Exhibit No. (17)(a) to Post-Effective Amendment No. 35
filed July 3, 1997 and incorporated herein by reference.
C-4
<PAGE>
(b) Power of Attorney for Eaton Vance Mutual Funds Trust dated November
16, 1998 filed as Exhibit (q)(1)(a) to Post-Effective Amendment No.
47 filed December 30, 1998 and incorporated herein by reference.
(2)(a) Power of Attorney for Government Obligations Portfolio dated April
22, 1997 filed as Exhibit (17)(b) to Post-Effective Amendment No. 36
filed July 25, 1997 and incorporated herein by reference.
(b) Power of Attorney for Government Obligations Portfolio dated
November 16, 1998 filed as Exhibit (q)(2)(a) to Post-Effective
Amendment No. 48 filed February 25, 1999 and incorporated herein by
reference.
(3)(a) Power of Attorney for High Income Portfolio dated February 14, 1997
filed as Exhibit No. (17)(c) to Post-Effective Amendment No. 36
filed July 26, 1997 and incorporated herein by reference.
(b) Power of Attorney for High Income Portfolio dated November 16, 1998
filed as Exhibit (q)(3)(a) to Post-Effective Amendment No. 47 filed
December 30, 1998 and incorporated herein by reference.
(4)(a) Power of Attorney for Strategic Income Portfolio dated April 22,
1997 filed as Exhibit No. (17)(d) to Post-Effective Amendment No. 36
filed July 26, 1997 and incorporated herein by reference.
(b) Power of Attorney for Strategic Income Portfolio dated November 16,
1998 filed as Exhibit (q)(4)(a) to Post-Effective Amendment No. 47
filed December 30, 1998 and incorporated herein by reference.
(5)(a) Power of Attorney for Cash Management Portfolio dated April 22, 1997
filed as Exhibit (17)(e) to Post-Effective Amendment No. 36 filed
July 26, 1997 and incorporated herein by reference.
(b) Power of Attorney for Cash Management Portfolio dated November 16,
1998 filed as Exhibit (q)(5)(a) to Post-Effective Amendment No. 48
filed February 25, 1999 and incorporated herein by reference.
(6)(a) Power of Attorney for Tax-Managed Growth Portfolio dated February
20, 1998 filed as Exhibit No. (17)(f) to Post-Effective Amendment
No. 41 filed February 26, 1998 and incorporated herein by reference.
(b) Power of Attorney for Tax-Managed Growth Portfolio dated November
16, 1998 filed as Exhibit (q)(6)(a) to Post-Effective Amendment No.
47 filed December 30, 1998 and incorporated herein by reference.
(7) Power of Attorney for Capital Appreciation Portfolio dated February
28, 2000 filed as Exhibit (q)(7) to Post-Effective Amendment No. 56
filed February 28, 2000 and incorporated herein by reference.
(8) Power of Attorney for Floating Rate Portfolio dated June 19, 2000
filed as Exhibit (q)(8) to Post-Effective Amendment No. 61 filed
June 23, 2000 and incorporated herein by reference.
C-5
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
Not applicable
ITEM 25. INDEMNIFICATION
Article IV of the Registrant's Amended and Restated Declaration of Trust
permits Trustee and officer indemnification by By-law, contract and vote.
Article XI of the By-Laws contains indemnification provisions. Registrant's
Trustees and officers are insured under a standard mutual fund errors and
omissions insurance policy covering loss incurred by reason of negligent errors
and omissions committed in their capacities as such.
The distribution agreements of the Registrant also provide for reciprocal
indemnity of the principal underwriter, on the one hand, and the Trustees and
officers, on the other.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT Adviser
Reference is made to: (i) the information set forth under the caption
"Management and Organization" in the Statement of Additional Information; (ii)
the Eaton Vance Corp. 10-K filed under the Securities Exchange Act of 1934 (File
No. 1-8100); and (iii) the Form ADV of Eaton Vance Management (File No.
801-15930) and Boston Management and Research (File No. 801-43127) filed with
the Commission, all of which are incorporated herein by reference.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
Eaton Vance Advisers Senior Floating-Rate Fund
Eaton Vance Growth Trust
Eaton Vance Income Fund of Boston
Eaton Vance Institutional Senior Floating-Rate Fund
Eaton Vance Investment Trust
Eaton Vance Municipals Trust
Eaton Vance Municipals Trust II
Eaton Vance Mutual Funds Trust
Eaton Vance Prime Rate Reserves
Eaton Vance Special Investment Trust
EV Classic Senior Floating-Rate Fund
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
----------------- -------------------------- ---------------------
Albert F. Barbaro Vice President None
Ira Baron Vice President None
Chris Berg Vice President None
Kate B. Bradshaw Vice President None
Mark Carlson Vice President None
Daniel C. Cataldo Vice President None
and Treasurer
Raymond Cox Vice President None
Peter Crowley Vice President None
Anthony DeVille Vice President None
Ellen Duffy Vice President None
Alan R. Dynner Vice President, Secretary Secretary
and
Clerk
Richard A. Finelli Vice President None
Kelly Flynn Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Senior Vice President None
Hugh S. Gilmartin Vice President None
C-6
<PAGE>
James B. Hawkes Vice President and Director President and Trustee
Perry D. Hooker Vice President None
Kara Lawler Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Geoff Marshall Vice President None
Tim McEwan Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Joseph Nelson Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Andrew Ogren Vice President None
George D. Owen, II Vice President None
Philip Pace Vice President None
Margaret Pier Vice President None
Enrique M. Pineda Vice President None
F. Anthony Robinson Vice President None
Frances Rogell Vice President None
Jay S. Rosoff Vice President None
Stephen M. Rudman Vice President None
Kevin Schrader Vice President None
Teresa A. Sheehan Vice President None
William M. Steul Vice President and Director None
Cornelius J. Sullivan Senior Vice President None
Peter Sykes Vice President None
David M. Thill Vice President None
John M. Trotsky Vice President None
Jerry Vainisi Vice President None
John Vaughan Vice President None
Chris Volf Vice President None
Debra Wekstein Vice President None
Wharton P. Whitaker President and Director None
Sue Wilder Vice President None
------------------------------------------
* Address is The Eaton Vance Building, 255 State Street, Boston, MA 02109
(c) Not applicable
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Mail Code ADM27, Boston, MA 02116, and its transfer agent, PFPC,
Inc., 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of
certain corporate documents and portfolio trading documents which are in the
possession and custody of the administrator and investment adviser. Registrant
is informed that all applicable accounts, books and documents required to be
maintained by registered investment advisers are in the custody and possession
of Eaton Vance Management and Boston Management and Research.
ITEM 29. MANAGEMENT SERVICES
Not applicable
ITEM 30. UNDERTAKINGS
The Registrant undertakes to include the information required by Item 5 of
Form N-1A in its annual reports to shareholders under Rule 30d-1.
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Boston, and the
Commonwealth of Massachusetts, on June 28, 2000.
EATON VANCE MUTUAL FUNDS TRUST
By: /s/ JAMES B. HAWKES
-------------------------------
James B. Hawkes, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in their capacities on June 28, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes President (Chief Executive Officer) and
-------------------------- Trustee
James B. Hawkes
/s/ James L. O'Connor Treasurer (and Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Norton H. Reamer* Trustee
--------------------------
Norton H. Reamer
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
By: /s/ Alan R. Dynner
------------------------------------
Alan R. Dynner (As attorney-in-fact)
C-8
<PAGE>
SIGNATURES
Capital Appreciation Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Mutual Funds Trust (File No.
02-90946) to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Boston and the Commonwealth of Massachusetts on June
28, 2000.
CAPITAL APPRECIATION PORTFOLIO
By: /s/ JAMES B. HAWKES
--------------------------
James B. Hawkes, President
This Amendment to the Registration Statement on Form N-1A of Eaton Vance
Mutual Funds Trust (File No. 02-90946) has been signed below by the following
persons in their capacities on June 28, 2000.
Signature Title
--------- -----
/s/ James B. Hawkes President (Chief Executive Officer) and
-------------------------- Trustee
James B. Hawkes
/s/ James L. O'Connor Treasurer (and Principal Financial and
-------------------------- Accounting Officer)
James L. O'Connor
Jessica M. Bibliowicz* Trustee
--------------------------
Jessica M. Bibliowicz
Donald R. Dwight* Trustee
--------------------------
Donald R. Dwight
Samuel L. Hayes, III* Trustee
--------------------------
Samuel L. Hayes, III
Norton H. Reamer* Trustee
--------------------------
Norton H. Reamer
Lynn A. Stout* Trustee
--------------------------
Lynn A. Stout
Jack L. Treynor* Trustee
--------------------------
Jack L. Treynor
By: /s/ Alan R. Dynner
------------------------------------
Alan R. Dynner (As attorney-in-fact)
C-9
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this amendment to the
Registration Statement pursuant to Rule 483 of Regulation C.
Exhibit No. Description
----------- -----------
(i)(2) Consent of Internal Counsel dated June 28, 2000
(j) Consent of Independent Auditors for Capital Appreciation Portfolio
C-10
